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NOTES TO ACCOUNTS

TCPL Packaging Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 2922.47 Cr. P/BV 4.07 Book Value (₹) 789.87
52 Week High/Low (₹) 3590/2200 FV/ML 10/1 P/E(X) 29.88
Bookclosure 04/08/2026 EPS (₹) 107.47 Div Yield (%) 0.78
Year End :2026-03 

(s) Provisions and Contingent Liabilities/Assets

Provisions are recognised when the Company has a
present obligation as a result of a past event, it is probable
that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.

Provisions are measured at the best estimate of the
expenditure required to settle the present obligation at
the Balance Sheet date.

Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company.

Contingent assets are not recognised or accounted for.

(t) Segment Reporting

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker. The chief operational decision maker
monitors the operating results of its business Segments
separately for the purpose of making decision about
the resources allocation and performance assessment.
Segment performance is evaluated based on the profit or
loss and is measured consistently with profit or loss in the
financial statements. The operating segments have been
identified on the basis of the nature of products/ services.

(u) Share based payments

Share-based compensation benefits are provided to
employees via the “TCPL ESOP Trust”, Employee Stock
Option Plan 2022 (the ‘ESOP scheme’). The fair value of
options granted under the ESOP scheme is recognised
as an employee benefits expense with a corresponding
increase in other equity. The total amount to be expensed
is determined by reference to the fair value of the options
granted including any market performance conditions
(e.g., the entity’s share price) excluding the impact of any
service and nonmarket performance vesting conditions
(e.g. profitability, sales growth targets and remaining an
employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (e.g.
the requirement for employees to serve or hold shares for
a specific period of time). The total expense is recognised
over the vesting period, which is the period over which
all of the specified vesting conditions are to be satisfied.
At the end of each period, the entity revises its estimates

of the number of options that are expected to vest based
on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates,
if any, in profit or loss, with a corresponding adjustment
to equity. The Company has created a TCPL ESOP Trust
(ESOP Trust) for implementation of the said ESOP
scheme. The ESOP Trust being separate legal entity has
purchased the Company’s share from the open market
which will be issued to employees under ESOP scheme
as and even it is exercised by the employees.

3. Significant accounting judgements,
estimates and assumptions

The preparation of financial statements requires the use
of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to
exercise judgement in applying the Company’s accounting
policies.

The estimates and judgements involve a higher degree
of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates
and assumptions turning out to be different than those
originally assessed. Detailed information about each of
these estimates and judgements is included in relevant
notes together with information about the basis of
calculation for each affected line item in the financial
statements.

Critical estimates and judgements

The areas involving critical estimates or judgements are:

• Estimation of current tax expense and payable

• Estimated useful life of intangible asset

• Estimation of defined benefit obligation

• Recognition of revenue

• Recognition of deferred tax assets for carried
forward tax losses

• Impairment of trade receivables and other financial
assets

Estimates and judgements are continually evaluated.
They are based on historical experience and other factors,
including expectations of future events that may have a
financial impact on the Company and that are believed to
be reasonable under the circumstances.

Equity shares issued without payment being received in cash or as fully paid up bonus shares in a period of five years
immediately preceding the date as at which the balance sheet is prepared : Nil ( P.Y. Nil)

ii. Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled
to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

Under the erstwhile Indian Companies Act, 1956, a general reserve was created through an annual transfer of net income
at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a
dividend distribution in a given year is more than 10.00% of the paid-up capital of the Company for that year, then the total
dividend distribution is less than the total distributable reserves for that year.

Consequent to introduction of Companies Act, 2013, the requirement of mandatory transfer of a specified percentage of the
net profit to general reserve has been withdrawn and the Company can optionally transfer any amount from the surplus of
profit and loss to the General reserves. This reserve is utilised in accordance with the specific provisions of the Companies
Act, 2013.

40. FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the
financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered
to hedge certain foreign currency risk exposures and interest rate swaps to hedge variable interest rate exposures. Derivatives are
used exclusively for hedging purposes and not as trading or speculative instruments. This note explains the sources of risk which
the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements.

(A) Credit risk

Credit risk is the risk that the counterparty will not meet its obligations leading to a financial loss. Credit risk arises from
credit exposures to customers including outstanding receivables.

i. Credit risk management

The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed on a
group basis for each class of customers. The company assigns credit limits to each class of accounts receivables, based on the
assumptions, inputs and factors specific to those customers.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant
increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase
in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of default
as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.

Prudent liquidity risk management implies maintaining sufficient cash and bank balance and the availability of funding through
an adequate amount of committed credit facilities to meet obligations when due. Due to the dynamic nature of the underlying
business, company maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the company’s liquidity position (comprising the undrawn borrowing facilities) and
cash and cash equivalents on the basis of expected cash flows. In addition, the company’s liquidity management policy involves
projecting cash flows and considering the level of liquid assets necessary to meet these against internal and external regulatory
requirements and maintaining debt financing plans.

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market
prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk such as equity price
risk and commodity risk.

The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily
with respect to the USD and EURO. Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the company’s functional currency (INR). The risk is measured through a forecast
of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of
highly probable forecast transactions.

The company’s risk management policy is to hedge prescribed percent of forecasted foreign currency net exposure for the
subsequent six months. As per the risk management policy, foreign exchange forward contracts are taken to hedge net foreign
currency exposure.

(ii) Interest rate risk

The Company’s interest rate risk arises on borrowings with variable rates, which exposes the Company ‘s cash flow to interest
rate risk. During March 31, 2026 and March 31, 2025 the Company’s borrowings at variable rates were mainly denominated in
INR & USD.

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined
in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market.

Sensitivity Analysis :

Sensitivity of profit and equity on a possible change in interest rate upto 50 bps on variable rate borrowing outstanding is as under

41. CAPITAL MANAGEMENT

For the purpose of the company’s capital management, capital includes issued equity capital, share premium and all other equity
reserves attributable to the equity holders . The primary objective of the Company’s capital management is to maximise the
shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares. The company monitors capital using a gearing ratio, which is net debt divided
by total capital plus net debt. The company includes within debt, interest bearing loans and borrowings, trade and other payables,

43. EMPLOYEE BENEFITS:

The expenses of monthly salary, allowances and perquisite values have been charged to statement of profit and Loss for the

respective period . Further following benefit also accrue to the employees.

The company has following benefits plan for the employees:

a. Provident fund: Provident fund is a defined contribution plan in which the company contributes to the provident fund of the
employee with the Government Provident Fund Trust. Apart from contributing there is no further obligation on the company.

b. Leave encashment: Every employee is entitled to earned and sick leave as per the policy of the company. These leaves may
be availed or encashed at the option of the employee. The company has valued the liability on actuarial and the expense has
been charged off to statement of profit and loss.

c. Gratuity: The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees
who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/
termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for
the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds
in India. The following table shows the expense and liability of funded gratuity liabilities:

The Company plans to contribute in next year requisite amount to its Gratuity plan.

In the absence of detailed information regarding Plan Assets which is funded with Life Insurance Corporation of India, the composition
of each major category of plan assets, the percentage or amount for each category to the total fair value plan assets has not been disclosed.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.

44.Fair Value Measurement

The fair value of financial instruments in the table below has been classified into three categories depending on the inputs used
in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or
liabilities (level 1 measurement) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as
follows:

Level 1: Financial instruments measured using quoted prices. This includes listed equity instruments, mutual funds, bonds and
debentures, that have quoted price / NAV. The fair value of all equity instruments, mutual funds, bonds and debentures are valued
using the closing price / NAV as at the reporting period. None of the financial assets or financial liabilities qualifies for Level 1
classification.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is
determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company-
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is considered here.
Foreign exchange forward contracts are being classified as Level 2 financial assets and financial liabilities.

Level 3: The fair value of financial instruments that are measured on the basis of company specific valuations using inputs that
are not based on observable market data (unobservable inputs). Financial assets and financial liabilities like security deposits,
trade receivables, cash and bank balances, loans given, borrowings, trade payables and other financial liabilities are classified as
Level 3 financial assets and financial liabilities.

45. Event occuring after Balance sheet date

The Board of Directors has recommended equity dividend of ^ 25 per share for the financial year 2025-2026
(Previous year ^ 30.00 per share ).

46. The Government has notified the Labour Codes on November 21, 2025

The Company has evaluated the impact of increased employee benefits obligations arising from the implementation of the Labour
Codes based on its best judgment in consultation with external experts. The incremental impact of t 1352.39 Lakhs (including
t 221.94 Lakhs during the March’26 quarter) has been disclosed as “Exceptional Item” in Statement of Profit and Loss. The
Company continues to monitor the finalization of Central and State Rules as well as Government clarifications on other aspects
of the Labour Codes and will incorporate appropriate accounting treatment based on these developments as required.

47. Additional Reporting requirement as per amendment in Schedule III of the
Company’s Act 2013

i. ) Details of Benami Property held

No proceedings have been initiated on or are pending against the company for holding benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. ) Valuation of Property, Plant & Equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets
during the current or previous year.

iii. ) Borrowings from Banks or Financial institution on the basis of Security of Current Assets

The quarterly statement of current assets filed by the Company with Banks/Financial Institutions are in agreement
with the books of accounts.

vi.) Wilful Defaulter

The Company has not been declared wilful defaulter by any bank or financial institutions or government or any govern¬
ment authority.

v. ) Relationship with struck off Companies

The Company has no transactions with the companies struck off under the Companies Act, 2013.

vi. ) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.

vii. ) Undisclosed Income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.

viii. ) Details of cypto currency of virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

ix. ) Utilisation of Borrowed funds and share premium

The Company has utilised borrowed fund for the purpose as specified in the terms of sanctions.

48. Employee Stock Option Plan (ESOP)

ESOP Plan 2022

The members of the Company at the 34th Annual General Meeting (AGM) held on August 10, 2022 approved to offer, grant and
issue from time to time, in one or more tranches, up to 2,73,000 (Two Lakh Seventy-Three Thousand Only) employee stock options
convertible into 2,73,000 equity shares of face value of t 10 /- (Rupees Ten only) each fully paid up or up to 3% of the paid-up
equity share capital of the Company, whichever is higher, ranking pari passu with the existing equity shares of the Company
for all purposes and in all respects, including payment of dividend, to or for the benefit of the employees, exclusively working
in India or outside India, who are in the employment of the Company including any Director, whether whole-time or otherwise
(other than the employee who is Promoter or person belong to the Promoter Group, Independent Directors of the Company and
Directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company), on such terms and
conditions as the Board may decide under the Plan in accordance with the SEBI Regulations and other applicable laws

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